<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2000
REGISTRATION NO. 333-95267
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
NTL COMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4899 52-1822078
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8440
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
</TABLE>
<TABLE>
<S> <C>
RICHARD J. LUBASCH, ESQ. COPY TO:
EXECUTIVE VICE PRESIDENT, THOMAS H. KENNEDY, ESQ.
GENERAL COUNSEL AND SECRETARY SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
NTL COMMUNICATIONS CORP. 919 THIRD AVENUE
110 EAST 59TH STREET NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10022 (212) 735-3000
(212) 906-8440
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- ------------------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------
-------------------------
THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 102 of the Delaware General Corporation Law (the
"DGCL"), the Company's Restated Certificate of Incorporation eliminates a
director's personal liability for monetary damages to the Company and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty except for liability under Section 174 of the DGCL or liability for a
breach of the director's duty of loyalty to the Company or its stockholders, for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law or for any transaction in which the director derived an
improper personal benefit. The effect of this provision in the certificate of
incorporation is to eliminate the rights of the Company and its stockholders
(through stockholders, derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of fiduciary duty as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described above.
The Company's Restated By-laws provide that directors and officers of the
Company shall be indemnified against liabilities arising from their service as
directors and officers to the full extent permitted by law. Section 145 of the
DGCL empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Section 145 also empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the fight of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the court in which
such action was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnify for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to
II-1
<PAGE> 3
above or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation is empowered to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
The Company has entered into a director and officer indemnity agreement
("Indemnity Agreement") with each officer and director of the Company (an
"Indemnitee"). Under the bylaws and these Indemnity Agreements, the Company must
indemnify an Indemnitee to the fullest extent permitted by the DGCL for losses
and expenses incurred in connection with actions in which the indemnitee is
involved by reason of having been a director or officer of the Company. The
Company is also obligated to advance expenses an indemnitee may incur in
connection with such actions before any resolution of the action.
ITEM 21. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of March 26, 1999
among NTL Incorporated, NTL Communications, Corp. and NTL
Mergerco, Inc.(1)
3.2(a) Agreement and Plan of Merger, dated as of March 26, 1999
among NTL Incorporated, NTL Communications Corp. and NTL
Mergerco, Inc. (included as Exhibit 2.1)(1)
4.1 Indenture, dated as of November 24, 1999, by and between the
Company and The Chase Manhattan Bank, as Trustee, with
respect to the 2006 notes*
4.2 Indenture, dated as of November 24, 1999, by and between the
Company and The Chase Manhattan Bank, as Trustee, with
respect to the 2009 notes*
4.3 Indenture, dated as of November 24, 1999, by and between the
Company and The Chase Manhattan Bank, as Trustee, with
respect to the deferred coupon notes*
4.4 Registration Rights Agreement, dated as of November 24,
1999, by and among the Company and Morgan Stanley & Co.
International Limited, Goldman Sachs International, Chase
Securities Inc., Donaldson, Lufkin & Jenrette International
and Salomon Brothers International Limited, with respect to
the notes*
4.5 Form of new 2006 notes (included in Exhibit 4.1)*
4.6 Form of new 2009 notes (included in Exhibit 4.2)*
4.7 Form of new deferred coupon notes (included in Exhibit 4.3)*
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
the legality of the notes being registered hereby**
12.1 Computation of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Stock Dividends**
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
23.1 Consent of Ernst & Young, LLP*
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Deloitte & Touche -- Birmingham*
23.4 Consent of Deloitte & Touche -- London*
23.5 Consent of Deloitte & Touche -- Comtel*
23.6 Consent of Coopers & Lybrand -- ComTel*
23.8 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1)**
24.1 Powers of Attorney*
25.1 Form T-1 Statement of Eligibility of Trustee with respect to
Indenture included as Exhibit 4.1*
25.2 Form T-1 Statement of Eligibility of Trustee with respect to
Indenture included as Exhibit 4.2*
25.3 Form T-1 Statement of Eligibility of Trustee with respect to
Indenture included as Exhibit 4.3*
99.1 Form of Letter of Transmittal in respect of the Notes*
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Letter to Brokers, Dealers, Trust Companies and
others Nominees*
</TABLE>
- ---------------
* Previously filed.
** Filed herewith.
(1) Incorporated by reference from the Company's Registration Statement on Form
S-3, File No. 333-72335.
ITEM 22. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the
II-3
<PAGE> 5
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of New York, State of New York, on the 8th day of February, 2000.
NTL Communications Corp.
By /s/ RICHARD J. LUBASCH
------------------------------------
Richard J. Lubasch
Executive Vice President --
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board, Treasurer February 8, 2000
* and Director
- ---------------------------------
George S. Blumenthal
President, Chief Executive February 8, 2000
* Officer and Director
- ---------------------------------
J. Barclay Knapp
Senior Vice President, Chief February 8, 2000
* Financial Officer
- ---------------------------------
John F. Gregg
Vice President -- Controller February 8, 2000
*
- ---------------------------------
Gregg Gorelick
Director February 8, 2000
*
- ---------------------------------
Sidney R. Knafel
Director February 8, 2000
*
- ---------------------------------
Ted H. McCourtney
Director February 8, 2000
*
- ---------------------------------
Del Mintz
Director February 8, 2000
- ---------------------------------
Alan J. Patricof
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Director February 8, 2000
*
- ---------------------------------
Warren Potash
Director February 8, 2000
- ---------------------------------
Michael S. Willner
</TABLE>
* Richard J. Lubasch, by signing his name hereto, does hereby execute this
Amendment No. 1 to the Registration Statement on behalf of the officers and
directors of the registrant indicated above by asterisks, pursuant to powers of
attorney duly executed by the officers and directors and filed as exhibits to
the Registration Statement.
By /s/ RICHARD J. LUBASCH
------------------------------------
Richard J. Lubasch
Attorney-in-fact
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of March 26, 1999
among NTL Incorporated, NTL Communications Corp. and NTL
Mergerco, Inc.(1)
3.2(a) Agreement and Plan of Merger, dated as of March 26, 1999
among NTL Incorporated, NTL Communications Corp. and NTL
Mergerco, Inc. (Included as Exhibit 2.1)(1)
4.1 Indenture, dated as of November 24, 1999, by and between the
Company and The Chase Manhattan Bank, as Trustee, with
respect to the 2006 notes*
4.2 Indenture, dated as of November 24, 1999, by and between the
Company and The Chase Manhattan Bank, as Trustee, with
respect to the 2009 notes*
4.3 Indenture, dated as of November 24, 1999, by and between the
Company and The Chase Manhattan Bank, as Trustee, with
respect to the deferred coupon notes*
4.4 Registration Rights Agreement, dated as of November 24,
1999, by and among the Company and Morgan Stanley & Co.
International Limited, Goldman Sachs International, Chase
Securities Inc., Donaldson, Lufkin & Jenrette International
and Salomon Brothers International Limited, with respect to
the notes*
4.5 Form of new 2006 notes (included in Exhibit 4.1)*
4.6 Form of new 2009 notes (included in Exhibit 4.2)*
4.7 Form of new deferred coupon notes (included in Exhibit 4.3)*
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
the legality of the notes being registered hereby**
12.1 Computation of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Stock Dividends**
23.1 Consent of Ernst & Young, LLP*
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Deloitte & Touche -- Birmingham*
23.4 Consent of Deloitte & Touche -- London*
23.5 Consent of Deloitte & Touche -- Comtel*
23.6 Consent of Coopers & Lybrand -- ComTel*
23.8 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1)**
24.1 Powers of Attorney*
25.1 Form T-1 Statement of Eligibility of Trustee with respect to
Indenture included as Exhibit 4.1*
25.2 Form T-1 Statement of Eligibility of Trustee with respect to
Indenture included as Exhibit 4.2*
25.3 Form T-1 Statement of Eligibility of Trustee with respect to
Indenture included as Exhibit 4.3*
99.1 Form of Letter of Transmittal in respect of the Notes*
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Letter to Clients*
99.4 Form of Letter to Brokers, Dealers, Trust Companies and
others Nominees*
</TABLE>
- ---------------
* Previously filed.
** Filed herewith.
(1) Incorporated by reference from the Company's Registration Statement on Form
S-3, File No. 333-72335.
<PAGE> 1
Exhibit 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
4 TIMES SQUARE
NEW YORK, NEW YORK 10036
TEL: (212) 735-3000
FAX: (212) 735-2000
February 8, 2000
NTL Communications Corp.
110 East 59th Street
New York, NY 10022
Re: NTL Communications Corp.
Registration Statement on Form S-4
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to NTL Communications Corp.,
a Delaware corporation (the "Company"), in connection with the public offering
of Euro 250,000,000 aggregate principal amount of the Company's 9 1/4% Series B
Senior Notes due 2006 (the "New 2006 Notes"), Euro 350,000,000 aggregate
principal amount of the Company's 9 7/8% Series B Senior Notes due 2009 (the
"New 2009 Notes") and Euro 210,000,000 aggregate principal amount at maturity of
the Company's 11 1/2% Series B Senior Deferred Coupon Notes due 2009 (the "New
Deferred Coupon Notes" and, together with the New 2006 Notes and the New 2009
Notes, the "New Notes"). The New Notes are to be issued pursuant to an exchange
offer (the "Exchange Offer"), for (i) in the case of the New 2006 Notes and the
New 2009 Notes, respectively, a like principal amount of the issued and
outstanding 9 1/4%
<PAGE> 2
Page 2
Senior Notes due 2006 of the Company (the "Old 2006 Notes") and the 9 7/8%
Senior Notes due 2009 of the Company (the "Old 2009 Notes"), and (ii) in the
case of the New Deferred Coupon Notes, a like principal amount at maturity of
the issued and outstanding 11 1/2% Senior Deferred Coupon Notes due 2009 (the
"Old Deferred Coupon Notes" and, together with the Old 2006 Notes and the Old
2009 Notes, the "Old Notes", and the New Notes and the Old Notes being referred
to herein collectively as the "Notes"), under the respective Indentures for the
respective Notes, each dated as of November 24, 1999 (the "Indentures"), by and
among the Company and The Chase Manhattan Bank, as Trustee (the "Trustee"). The
Exchange Offer is being conducted in accordance with the Registration Rights
Agreement, dated November 24, 1999, between the Company and Morgan Stanley & Co.
International Limited, Goldman Sachs International, Chase Securities Inc.,
Donaldson, Lufkin & Jenrette International and Salomon Brothers International
Limited.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 (Registration No. 333-95267), as filed by the
Company with the Securities and Exchange Commission (the "Commission") on
January 24, 2000 under the Act and Amendment No. 1 thereto filed with the
Commission on February 8, 2000 (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"); (ii) an executed
copy of the Registration Rights Agreement; (iii) an executed copy of each of the
Indentures; (iv) the Certificate of Incorporation of the Company, currently in
effect; (v) the Restated By-Laws of the Company, as currently in effect; (vi)
certain resolutions adopted by the Board of Directors of the Company and a
Finance Committee of the Board of Directors of the Company relating to the
Exchange Offer, the issuance of the Old Notes and the New Notes, the Indentures
and related matters; and (vii) the form of the New Notes and specimen
certificates thereof. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives
<PAGE> 3
Page 3
of the Company and others, and such other documents, certificates and records as
we have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed, we have assumed that the
parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Our opinions set forth herein are limited to Delaware
corporate law and the laws of the State of New York which are normally
applicable to transactions of the type contemplated by the Exchange Offer and to
the extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations, validations, filings, recordings or
registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-Opined on Law on the
opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the New Notes have been duly executed and authenticated in
accordance with the terms of the respective Indentures and have been delivered
upon consummation of the Exchange Offer against receipt of Old Notes surrendered
in exchange therefor in accordance with the terms of the Exchange Offer, the
New Notes will constitute valid and binding obligations of the Company,
enforceable against the Company in
<PAGE> 4
Page 4
accordance with their terms, except to the extent that enforcement thereof may
be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other
similar laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity). With respect to the
enforceability of all obligations under the New Notes payable in euros, we note
that a United States federal court would award a judgment only in United States
dollars and that a judgment of a court in the State of New York rendered in
euros would be converted into United States dollars at the rate of exchange
prevailing on the date of entry of such judgment.
In rendering the opinions set forth above, we have assumed
that the choice of the euro as the currency in which the New Notes are
denominated does not contravene any exchange control or other laws of the
European Union and the member countries thereof, and we have also assumed that
the execution, authentication and delivery by the Company of the Indentures and
the New Notes do not and will not violate, conflict with or constitute a default
under any agreement or instrument to which the Company or its properties is
subject, except for those agreements and instruments which have been identified
to us by the Company as being material to it and which are listed in Part 2 of
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to Amendment No. 1 to the Registration Statement. We
also consent to the reference to our firm under the caption "Legal Matters" in
Amendment No. 1 of the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
<PAGE> 5
Page 5
Skadden, Arps, Slate,
Meagher & Flom LLP
<PAGE> 1
EXHIBIT 12.1
NTL COMMUNICATIONS CORP.
<TABLE>
<CAPTION>
DECEMBER 31
SEPTEMBER 30, ---------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
------------- ------------- ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Fixed charges:
Interest......................... $ 516,434,000 $ 356,575,000 $ 209,340,000 $ 147,326,000 $ 40,562,000 $ 15,316,000
Amortization of debt expense..... 12,559,000 10,227,000 7,831,000 8,873,000 1,424,000 502,000
Interest portion of rental
expense........................ 9,800,000 9,785,000 6,016,000 4,957,000 647,000 369,000
------------- ------------- ------------- ------------- ------------ ------------
Fixed charges.................... 538,793,000 376,587,000 223,187,000 161,156,000 42,633,000 16,187,000
Preferred stock dividend
requirement.................... -- 18,761,000 11,978,000 -- -- --
------------- ------------- ------------- ------------- ------------ ------------
Combined fixed charges and
preferred stock dividend......... 538,793,000 395,348,000 235,165,000 161,156,000 42,633,000 16,187,000
============= ============= ============= ============= ============ ============
Earnings:
Income (loss) from operations.... $(864,888,000) $(537,943,000) $(348,648,000) $(246,801,000) $(93,262,000) $(27,943,000)
Income from operations........... 538,793,000 376,587,000 223,187,000 161,156,000 42,633,000 16,187,000
Less: Capitalized interest....... (31,864,000) (27,760,000) (6,770,000) (10,294,000) (12,183,000) (3,906,000)
------------- ------------- ------------- ------------- ------------ ------------
$(357,959,000) $(189,116,000) $(132,231,000) $ (95,939,000) $(62,812,000) $(15,662,000)
============= ============= ============= ============= ============ ============
Ratio of Earnings to Fixed
Charges(1)....................... -- -- -- -- -- --
</TABLE>
- ---------------
The ratio of earnings to fixed charges and combined fixed charges and preferred
stock dividends is not meaningful for the periods that result in a deficit.
(1) For the nine months ended September 30, 1999 and the years ended December
31, 1998, 1997, 1996, 1995, and 1994, the deficit of earnings to fixed
charges was $896,752,000, $565,703,000, $355,418,000, $257,095,000,
$105,445,000 and $31,849,000, respectively.
S-4
